Explanatory Note
This Amendment No. 6 to Schedule 13D (this
Amendment
) amends and supplements the statement on Schedule 13D (the
Original Schedule 13D
) concerning the common units representing limited partner interests (the
Common Units
) of SunCoke Energy Partners, L.P. (the
Partnership
) originally filed by SunCoke
Energy, Inc. (
SXC
) and Sun Coal & Coke LLC (
SC&C
and, together with SXC, the
Reporting Persons
) on February 4, 2013, as amended by: Amendment No. 1 to Schedule 13D,
filed on March 10, 2016; Amendment No. 2 to Schedule 13D, filed on November 7, 2016; Amendment No. 3 to Schedule 13D, filed on April 27, 2017; Amendment No. 4 to Schedule 13D, filed on June 15, 2017; and Amendment
No. 5 to Schedule 13D, filed on February 5, 2019 (
Amendment No.
5
) (the Original Schedule 13D, as so amended, the
Schedule 13D
). The Schedule 13D is not modified except as
specifically provided herein. This is the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Persons.
The Reporting Persons are hereby jointly filing this Amendment because, due to certain affiliations and relationships among them, they may be
deemed to beneficially own some or all of the same securities directly or indirectly acquired from the Partnership. In accordance with Rule
13d-1(k)(1)(iii)
promulgated pursuant to the Securities Exchange Act
of 1934, as amended (the
Exchange Act
), the Reporting Persons have executed a written agreement relating to the joint filing of this Amendment (the
Joint Filing Agreement
), a copy of which is annexed to the
Original Schedule 13D as
Exhibit A
.
Item 1.
|
Security and Issuer
|
No changes to this Item.
Item 2.
Identity and Background
Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following:
The list of executive officers and directors of certain of the Reporting Persons set forth on
Schedule A
(each, a
Listed
Person
) is hereby amended such that the number under the heading Units across from each Listed Persons name is zero (0), indicating that, following the consummation of, and as a result of, the Merger (as defined below),
no Listed Person is the beneficial owner of Common Units.
Item 3. Sources and Amount of Funds or Other Consideration
No changes to this Item.
Item 4.
Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On June 28, 2019, pursuant to the Agreement and Plan of Merger (the
Merger Agreement
) among the Partnership, SunCoke
Energy Partners GP LLC, the general partner of the Partnership, SXC and SC Energy Acquisition LLC, a wholly owned subsidiary of SXC (
Merger Sub
), Merger Sub merged with and into the Partnership, with the Partnership surviving as a
wholly owned subsidiary of SXC (the
Merger
). Pursuant to the Merger Agreement, all outstanding Common Units, other than those owned by the Reporting Persons, were canceled and converted into the right to receive common stock of
SXC. Therefore, as a result of the Merger, the Reporting Persons own all of the outstanding Common Units, and the Common Units are no longer publicly traded. Additionally, all of the Partnerships incentive distribution rights remain unaffected
by the Merger.
The forgoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, which
was filed as Exhibit No. 1 to Amendment No. 5 and is incorporated herein by reference to this Item 4.
Except for those matters
set forth above in this Amendment, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Item 4(a)-(j) of Schedule 13D, although, depending on the factors discussed
herein, the Reporting Persons have the right to and may change their purposes or formulate different plans or proposals with respect thereto at any time.